Hebei Hengshui Laobaigan Liquor Co.Ltd(600559)
Measures for performance evaluation of restricted stock incentive plan in 2022
In order to ensure the smooth implementation of the restricted stock incentive plan of Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) (hereinafter referred to as the “company”) in 2022 (hereinafter referred to as the “incentive plan”), ensure that the granting and lifting of restrictions meet the actual management needs of the company, form a good and balanced value distribution system, and ensure the fairness and effectiveness of the incentive plan, the performance evaluation measures are formulated in accordance with relevant national regulations and the actual situation of the company.
1、 Assessment principle
1. The assessment system and methods are open, and the assessment process is procedural and standardized.
2. The assessment indicators shall be quantified as much as possible, and the definition and measurement method of this indicator shall be clearly defined. For behavior indicators that are difficult to quantify, objective evaluation shall be carried out through result description and key event recording. 3. The appraisal indicators and results must be communicated and confirmed with the appraisee. If the appraisee has any objection to the appraisal results, he can feed back to the performance appraisal organization department of his unit or the superior competent unit.
4. The assessment of equity incentive adheres to the principle of combining the company’s interests with personal incentive, and combining personal work performance with quality and ability.
2、 Assessment scope
The assessment scope of the measures is the incentive objects determined in the incentive plan, including:
1. Directors, senior managers and other leading group members of the company (excluding independent directors, supervisors and external directors held by personnel other than the holding company of the company);
2. Direct management personnel of the company;
3. Key personnel of the company and its subsidiaries.
3、 Assessment organization
The Remuneration Committee of the board of directors of the company is responsible for leading and organizing the assessment.
4、 Assessment system
The performance evaluation of various incentive objects shall be carried out according to the specific provisions of the company’s corresponding assessment methods.
5、 Assessment system
(I) company level performance assessment
1. Performance evaluation conditions for lifting sales restrictions
The performance evaluation objectives of the lifting of restrictions on the sale of restricted shares are shown in the table below:
Performance evaluation conditions for lifting the sales restriction period
The return on net assets in 2022 shall not be less than 10%, and shall not be lower than the first value of the 75th percentile of the benchmarking enterprise or the average performance level of the same industry; The net profit in 2022 will grow at a compound growth rate of no less than 15% compared with that in 2020, and no less than the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The proportion of main business income in 2022 shall not be less than 95%.
The return on net assets in 2023 shall not be less than 10%, and shall not be lower than the second value of the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The net profit in 2023 will grow at a compound growth rate of not less than 15% compared with that in 2020, and not less than the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The proportion of main business income in 2023 shall not be less than 95%.
The return on net assets in 2024 shall not be less than 10%, and shall not be lower than the third value of the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The net profit in 2024 will grow at a compound rate of no less than 15% compared with that in 2020, and no less than the 75th percentile of the benchmark enterprise or the average performance level of the same industry; The proportion of main business income in 2024 shall not be less than 95%.
Note: 1 Return on net assets refers to the weighted average return on net assets after deducting non recurring profits and losses. Net profit refers to the net profit attributable to shareholders of listed companies after deducting non recurring profits and losses. The impact of share based payment expenses is excluded in the calculation of these two indicators. 2. When calculating the return on net assets, the impact of changes in accounting policies, changes in fair value measurement methods of assets held by the company and changes in fair value of other equity instrument investments on net assets shall be excluded. During the validity period of the equity incentive plan, if the company issues shares for financing and converts convertible bonds into shares, the newly increased net assets will not be included in the assessment and calculation scope of the current year and the next year. 3. The average performance level of the same industry under the net profit compound growth rate index is the compound growth rate of the total net profit of all listed companies in the industry (excluding newly listed enterprises in each assessment year).
2. Selection of benchmarking enterprises
13 listed companies with similar and comparable main businesses are selected as benchmarking enterprises, as follows:
Securities code securities abbreviation securities code securities abbreviation
Jiugui Liquor Co.Ltd(000799) .SZ Jiugui Liquor Co.Ltd(000799) Anhui Yingjia Distillery Co.Ltd(603198) . SH Anhui Yingjia Distillery Co.Ltd(603198)
Beijing Shunxin Agriculture Co.Ltd(000860) .SZ Beijing Shunxin Agriculture Co.Ltd(000860) Anhui Kouzi Distillery Co.Ltd(603589) . SH Anhui Kouzi Distillery Co.Ltd(603589)
Gansu Huangtai Wine-Marketing Industry Co.Ltd(000995) .SZ Gansu Huangtai Wine-Marketing Industry Co.Ltd(000995) Jiangsu King’S Luck Brewery Joint-Stock Co.Ltd(603369) . SH Jiangsu King’S Luck Brewery Joint-Stock Co.Ltd(603369)
Shanghai Jinfeng Wine Company Limited(600616) .SH Shanghai Jinfeng Wine Company Limited(600616) Xinjiang Yilite Industry Co.Ltd(600197) . SH Xinjiang Yilite Industry Co.Ltd(600197)
Zhejiang Guyuelongshan Shaoxing Wine Co.Ltd(600059) .SH Zhejiang Guyuelongshan Shaoxing Wine Co.Ltd(600059) Jinhui Liquor Co.Ltd(603919) . SH Jinhui Liquor Co.Ltd(603919)
Anhui Golden Seed Winery Co.Ltd(600199) .SH Anhui Golden Seed Winery Co.Ltd(600199) Qinghai Huzhu Barley Wine Co.Ltd(002646) . SZ Qinghai Huzhu Barley Wine Co.Ltd(002646)
Kuaijishan Shaoxing Rice Wine Co.Ltd(601579) .SH Kuaijishan Shaoxing Rice Wine Co.Ltd(601579)
Note: in the process of lifting the sales restriction performance evaluation, if the main business of the above benchmarking samples changes significantly, or the performance fluctuation is too large, resulting in statistical outliers, that is, the value significantly deviates from most of the values of the benchmarking samples, resulting in the weakening of the evaluation significance of the benchmarking, the board of directors of the company can eliminate, replace or add relevant samples to reflect the authenticity of the benchmarking evaluation. If the roe of the benchmarking enterprise is greater than 20% or less than – 20%, or the net profit growth rate of each assessment year is greater than 30% or less than – 30% compared with the previous year, the board of directors may eliminate or replace the benchmarking enterprise under relevant indicators when calculating each single assessment index.
3. Handling of failure to achieve the performance assessment objectives during the lifting of the sales restriction period
If the performance appraisal target of lifting the restriction period in any appraisal year is not achieved, the company will repurchase all restricted shares in the corresponding performance appraisal year according to the lower value of the grant price and market price. The market price is the average trading price of the company’s shares on the trading day before the board of directors considered the repurchase.
(II) individual performance appraisal of incentive objects
1. The company determines the actual proportion of lifting the sales restriction in the current year according to the annual performance evaluation results of the individual incentive object. The actual amount of lifting the sales restriction in the current period = the individual performance evaluation coefficient × The individual can lift the sales restriction limit in the current period (determined according to the proportion of lifting the sales restriction in the corresponding performance evaluation year approved by the board of directors). Special circumstances in performance evaluation shall be decided by the board of directors of the company. The corresponding relationship between performance evaluation results and evaluation coefficient is as follows:
Assessment grade excellent competent basic competent incompetent
Assessment coefficient 1.0 1.0 0.6 0
2. If the conditions for lifting the restrictions on sales in the current period are not fulfilled due to the non-compliance of the performance assessment at the company level or the performance assessment at the individual level, the corresponding restricted shares shall not be lifted or deferred to the lifting of the restrictions in the next period, and shall be repurchased by the company according to the lower value of the grant price and the market price of the shares. The market price is the average trading price of the company’s shares on the trading day before the board of directors considered the repurchase.
6、 Feedback and application of assessment results
1. The examinee has the right to know his own assessment results, and the company shall timely notify the examinee of the assessment results after the assessment.
2. If the examinee has any objection to the assessment results, he can appeal to the company within five working days after receiving the assessment notice. The company can review the assessment results according to the actual situation and correct the assessment results according to the review results.
3. The assessment results shall be used as the basis for the lifting of restrictions on the sale of restricted shares.
7、 Assessment process
1. The company and its subordinate units shall determine the annual performance objectives of each unit and each appraisee according to the management authority and the decomposition of annual business objectives. Each unit and each appraisee shall take this as the basis for annual performance appraisal.
2. At the end of each year or at the beginning of the next year, the company organizes relevant departments to assess the incentive objects. 3. The human resources center is responsible for the unified summary, verification and analysis of the assessment data and the formation of the assessment report. 8、 Supplementary Provisions
1. The specific assessment indicators shall be formulated according to the performance evaluation and management system applicable to the incentive object.
2. These measures have been deliberated and approved by the general meeting of shareholders of the company and will be implemented after the incentive plan takes effect. The board of directors is responsible for formulating, interpreting and revising them.
Hebei Hengshui Laobaigan Liquor Co.Ltd(600559) April 18, 2022
